A Hong Kong private company must have at least one individual director. Individual directors must be at least 18 and eligible to act; there is no general Hong Kong residence requirement.
Eligibility and appointment
An individual director can be of any nationality. Before appointment, check any bankruptcy restrictions, disqualification order or other legal restriction and confirm the company's articles and appointment procedure. A criminal conviction does not automatically produce the same disqualification in every case; obtain advice on its actual effect.
Corporate directors are subject to separate restrictions. A private company in a group containing a listed company cannot simply use the same corporate-director arrangements as every other private company. The requirement for at least one individual director remains.
Roles do not remove duties
An executive director usually participates in day-to-day management. A non-executive director may focus on oversight, but is not necessarily independent. Private companies do not universally have to appoint an independent non-executive director.
All directors have duties. A title, limited involvement or another person's instructions do not remove the need to understand the company's affairs and act appropriately. New appointees should ask for the articles, current financial information, board records and the company's filing timetable.
Keep the appointment records accurate
Confirm consent, authority and the effective date, update the company's records and arrange the required Registry notification. IMSG can coordinate authorised company-secretarial work within scope. Eligibility disputes or concerns about a disqualification order should be referred to solicitors.
See the Companies Registry's Guide on Directors' Duties and company-secretarial services.